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                                                               EXHIBIT 10(b)(2)

                         EMPLOYEE STOCK OWNERSHIP PLAN
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                    Amendment No. 2 dated December 15, 1995


    1.  Sections 1.2 and 1.35 of the Plan are amended by substituting "December"
for "February", and by adding at the end thereof:

        There shall be a short Plan Year beginning March 1, 1995 and ending
        December 31, 1995

    2.  Section 1.46 of the Plan is amended by substituting "Vanguard Fiduciary
Trust Company" for the named individual trustees, effective August 31, 1995.

    3. Section 1.47 of the Plan is deleted in its entirety, and the following 
language is substituted therefor, effective August 31, 1995:

       1.48 "Valuation Date" shall mean the most current date with respect to
       which the Trustee determines the fair value of the assets comprising the
       Trust or any portion thereof, in accordance with the
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        Trustee's procedures, as they may be amended from time to time,
        provided, however, that a Valuation Date shall occur at least once per
        Plan Year. Under current procedures, a Valuation Date generally occurs
        on each business day of the Trustee.

    4. Section 2.1 of the Plan is amended by adding the following sentence at
the end thereof:

          For purposes of the Plan Year beginning March 1, 1995 and ending on
        December 31, 1995, the 1,000 Hours of Service requirement shall be
        satisfied by completion of the 648 Hours of Service.

    5. Section 3.5 of the Plan is amended by adding the following language at
the end thereof:

          For purposes of the Plan Year beginning March 1, 1995 and ending on
        December 31, 1995, a Participant shall be credited with a Year of
        Service if his Period of Service includes December 31, 1995.

    6.  Section 4.1 of the Plan is amended by adding at the end thereof:

          When a contribution is made in a form other than cash, until such
        contribution is reduced to cash, a Participant's Account shall contain
        an allocable share of such contribution, provided that an allocation of
        Company Stock shall be in whole shares, with the value of any fractional
        shares to be allocated in cash. For purposes of the Plan Year beginning
        March 1, 1995 and ending December 31, 1995, a Participant shall satisfy
        the 1,000 Hours of Service requirement if he has completed 648 Hours of
        Service.

    7. Section 4.4 of the Plan is amended by adding the following language at
the end thereof:

          For purposes of the Plan Year beginning March 1, 1995 and ending
        December 31, 1995, the limits under (S)415 shall be pro-rated as
        required under the applicable regulations.
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    8.  Section 7.1 of the Plan is hereby amended by deleting the phrase 
"including fractional shares" and by adding the following language at the end 
thereof:

          For purposes of the Plan Year beginning March 1, 1995 and ending
        December 31, 1995, a Participant who has completed 648 Hours of Service
        shall satisfy the 1,000 Hours of Service requirement.

    9.  Section 7.3 of the Plan is further amended by adding the following 
language at the end thereof:

          Notwithstanding any other provision of the Plan, the Trustee may
        credit the contribution for a Plan Year as of the date such contribution
        is actually received by the Trustee, subject to any required approval by
        the Internal Revenue Service.

    10. Section 8.4(a) of the Plan is amended by deleting the second sentence 
thereof and substituting the following language therefor, effective August 31, 
1995:

          The Vested portion of a Participant's Account shall be computed as
        soon as practicable after receipt of authorized distribution
        instructions, as of the applicable Valuation Date under the Trustee's
        procedures, as they may be amended from time to time.

    11. Section 9.7 of the Plan is hereby amended by deleting the last 
sentence of subsection (a) thereof and substituting the following therefor:

          In the absence of receipt of such written direction with respect to
        any such shares three (3) business days before the exercise of any
        shareholder rights, the Committee shall vote any allocated but
        uninstructed shares in the exercise of its sole discretion.

    12. Section 9.7(d) of the Plan is amended by adding the following language
at the end thereof:

          In the absence of receipt of such written direction three (3) business
        days prior to the exercise of such shareholder rights, the Committee
        shall exercise such rights in its sole discretion.
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    13. A restatement to reflect these changes, and other amendments since
April 24, 1995, is authorized; any conforming changes to the Plan Trust are
also authorized.